As Filed with the Securities and Exchange Commission on September 1, 2000
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CHESTER BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
37-1359570
(I.R.S. Employer Identification No.)
1112 State Street
Chester, Illinois 62233
(618) 826-5038
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Chester Bancorp, Inc. 1997 Stock Option Plan
Chester Bancorp, Inc. 2000 Stock Option Plan
(Full title of the Plans)
Michael W. Welge
Chester Bancorp, Inc.
1112 State Street
Chester, Illinois 62233
(618) 826-5038
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all correspondence to:
John M. Welge, Esq.
Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
(314) 259-2000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================
<S> <C> <C> <C> <C>
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Unit(2) Offering Price Fee
=============================================================================================
Common Stock, $0.01 268,212 shares $16.78125 $4,500,932.63 $1,188.25
par value per share
=============================================================================================
<FN>
(1) This Registration Statement also relates to such indeterminate number of
additional shares as may be issuable pursuant to the anti-dilution
provisions of the Chester Bancorp, Inc. 1997 Stock Option Plan and the
Chester Bancorp, Inc. 2000 Stock Option Plan.
(2) Pursuant to Rule 457(c) and Rule 457(h), the proposed offering price and
registration fee have been calculated on the basis of the average of the
high and low trading prices for the Common Stock for the five day period
ended August 30, 2000, as reported on the Nasdaq Stock Market.
=============================================================================================
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I of Form S-8 to be contained
in the Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 of the Securities Act of 1933, as amended, and the Note
to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by us with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated herein by reference:
1. Our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
2. Our Quarterly Report on Form 10-Q for the three months
ended March 31, 2000.
3. Our Quarterly Report on Form 10-Q for the three months
ended June 30, 2000.
4. Our Current Report on Form 8-K filed on July 18, 2000.
5. Our Registration Statement on Form 8-A filed on August 8,
1996, registering our common stock under Section 12(g) of the
Securities and Exchange Act, including any amendments or reports filed
for the purpose of updating such description (such registration
statement incorporates by reference certain sections contained in the
Prospectus filed as part of our Registration Statement on Form S-1, as
amended (File No. 333-2470)).
All documents filed by us with the Securities and Exchange Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall hereby be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein, in an amendment
hereto, or in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document incorporated or deemed to be incorporated
herein by reference, which statement is also incorporated herein by reference,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
2
<PAGE>
Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities as follows:
(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer
of a corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
3
<PAGE>
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by such
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person or incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
4
<PAGE>
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Article XVI of our Certificate of Incorporation requires
indemnification of directors, officers and employees to the fullest extent
permitted by Delaware law, as follows:
We shall indemnify (a) any person who is or was one of our directors,
officers or employees; and (b) any person who serves or served our request as a
director, officer, employee, agent, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise. In case of a threatened,
pending or completed action or suit by or in our right against any of the
above-referenced persons by reason of such person holding any of the
above-referenced positions, we shall indemnify such person if such person
satisfies the following standard, for expenses (including attorneys' fees but
excluding amounts paid in settlement) actually and reasonably incurred by such
person in connection with the defense or settlement of the action or suit. In
case of a threatened, pending or completed action or suit by or in the our
right, any of the above-referenced persons shall be indemnified only if: (i)
such person is successful on the merits or otherwise; or (ii) such person acted
in good faith in the transaction which is the subject of the suit or action, and
in a manner such person reasonably believed to be in, or not opposed to, our
best interest, including, but not limited to, the taking of any and all actions
in connection with our response to any tender offer or any offer or proposal of
another party to engage in a business combination not approved by the board of
directors. However, such person shall not be indemnified in respect of any
claim, issue or matter as to which such person has been adjudged liable to us
unless (and only to the extent that) the court in which the suit was brought
shall determine, upon application, that despite the adjudication but in view of
all the circumstances, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.
We shall indemnify (a) any person who is or was one of our directors,
officers or employees; and (b) any person who serves or served at our request as
a director, officer, employee, agent, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise. In case of a threatened,
pending or completed suit, action or proceeding (whether civil, criminal,
administrative or investigative), other than a suit by or in our right, together
hereafter referred to as a nonderivative suit, against any of the
above-referenced persons by reason of such person holding any of the
above-referenced positions, we shall indemnify such person if such person
satisfies the standard set forth in the preceding paragraph, for amounts
actually and reasonably incurred by such person in connection with the defense
or settlement of the nonderivative suit, including, but not limited to (i)
expenses (including attorneys' fees), (ii) amounts paid in settlement, (iii)
judgments, and (iv) fines.
We shall indemnify (a) any person who is or was one of our directors,
officers or employees; and (b) any person who serves or served at our request as
a director, officer, employee, agent, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise. In case of a
nonderivative suit, any of the above-referenced persons shall be indemnified
5
<PAGE>
only if: (i) such person is successful on the merits or otherwise; or (ii) such
person acted in good faith in the transaction which is the subject of the
nonderivative suit and in a manner such person reasonably believed to be in, or
not opposed to, our best interests, including, but not limited to, the taking of
any and all actions in connection with our response to any tender offer or any
offer or proposal of another party to engage in a business combination not
approved by the board of directors and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his or her conduct
was unlawful. The termination of a nonderivative suit by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent
shall not, in itself, create a presumption that the person failed to satisfy the
standard of this paragraph.
A determination that the standard has been satisfied may be made by a
court, or, except in certain circumstances, the determination may be made by:
(a) a majority vote of our directors who are not parties to the action, suit or
proceeding, even though less than a quorum; or (b) independent legal counsel
(appointed by a majority of our disinterested directors, whether or not a
quorum) in a written opinion; or (c) our stockholders. Anyone making a
determination may determine that a person has met the standard as to some
matters but not as to others, and may reasonably prorate amounts to be
indemnified.
We may pay in advance any expenses (including attorneys' fees) which
may become subject to indemnification if (a) the board of directors authorizes
the specific payment; and (b) the person receiving the payment undertakes in
writing to repay the same if it is ultimately determined that such person is not
entitled to indemnification by us. The indemnification and advance of expenses
shall not be exclusive of any other rights to which a person may be entitled by
law, bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The indemnification shall be deemed to be a contract between us and
the persons entitled to indemnification thereunder, and any repeal or
modification of the applicable provision of the Certificate of Incorporation
shall not affect any rights or obligations then existing with respect to any
state of facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon any such state
of facts. The indemnification and advance payment shall continue as to a person
who has ceased to hold any of the specified positions and shall inure to such
person's heirs, executors and administrators. We may purchase and maintain
insurance on behalf of any person who is entitled to indemnification, against
any liability incurred by such person in any such position, or arising out of
such person's status as such, whether or not we would have power to indemnify
such person against such liability. If any portion of our Certificate of
Incorporation providing for indemnification is invalidated on any ground by any
court of competent jurisdiction, then we shall nevertheless indemnify each of
our directors, officers, employees, and agents as to costs, charges, and
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement with respect to any action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, including an action by or in our
right to the full extent permitted by the our Certificate of Incorporation that
shall not have been invalidated and to the full extent permitted by applicable
law.
Item 7. Exemption from Registration Claimed.
Not applicable.
6
<PAGE>
Item 8. Exhibits.
The following documents are filed as a part of this Registration
Statement.
Exhibit No. Description
----------- -----------
4.1 Chester Bancorp, Inc. 1997 Stock Option Plan.
4.2 Chester Bancorp, Inc. 2000 Stock Option Plan.
5.1 Opinion of Bryan Cave LLP relating to the
legality of the Common Stock.
23.1 Consent of KPMG LLP.
23.2 Consent of Bryan Cave LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
7
<PAGE>
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Randolph, State of Illinois, on the 31st day of
August, 2000.
CHESTER BANCORP, INC.
By: /s/ Michael W. Welge
------------------------------------
Michael W. Welge
Chairman of the Board, President
and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Michael W. Welge and Edward K. Collins, and each of them (with full
power to each of them to act alone), the true and lawful attorney in fact and
agent for the undersigned, to act on behalf of and in the name of the
undersigned in connection with this Registration Statement, including the
authority to sign any amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with exhibits and any and all
other documents filed with respect thereto, with the Securities and Exchange
Commission (or any other governmental or regulatory authority), and each such
person ratifies and confirms all that said attorneys in fact and agents may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Chairman of the Board of
Directors, President and Chief
/s/ Michael W. Welge Financial Officer
----------------------------- August 31, 2000
(Michael W. Welge)
/s/ Edward K. Collins Treasurer and Secretary and
----------------------------- Director
(Edward K. Collins) August 31, 2000
/s/ Carl H. Welge Director
----------------------------- August 31, 2000
(Carl H. Welge)
/s/ John R. Beck, M.D. Director August 31, 2000
-----------------------------
(John R. Beck, M.D.)
/s/ James C. McDonald Director August 31, 2000
-----------------------------
(James C. McDonald)
/s/ Thomas E. Welch, Jr. Director August 31, 2000
-----------------------------
(Thomas E. Welch, Jr.)
/s/ Allen R. Verseman Director August 31, 2000
-----------------------------
(Allen R. Verseman)
9
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Chester Bancorp, Inc. 1997 Stock Option Plan.
4.2 Chester Bancorp, Inc. 2000 Stock Option Plan.
5.1 Opinion of Bryan Cave LLP relating to the
legality of the Common Stock.
23.1 Consent of KPMG LLP.
23.2 Consent of Bryan Cave LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
10
